##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
   FORM 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-4682
  Thomas & Betts
    Corporation
 (Exact name of registrant as specified in its charter)
  Tennessee

22-1326940(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)8155 T&B
    BoulevardMemphis, Tennessee

38125(Address of principal
    executive offices)

(Zip Code)   (901) 252-8000
 (Registrants telephone number, including area code)
  þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
    Outstanding SharesTitle of Each Class

at August 1,
    2007Common Stock, $.10 par value

57,823,947




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##### 



Thomas &
    Betts Corporation and Subsidiaries
  TABLE OF CONTENTS
  PagePART I.
    FINANCIAL INFORMATIONITEM 1.

Financial
    Statements  Unaudited:


3Consolidated
    Statements of Operations for the Quarters and Six Months Ended
    June 30, 2007 and June 30, 2006


3Consolidated
    Balance Sheets as of June 30, 2007 and December 31,
    2006


4Consolidated
    Statements of Cash Flows for the Six Months Ended
    June 30, 2007 and June 30, 2006


5Notes
    to Consolidated Financial Statements


6ITEM 2.

Managements
    Discussion and Analysis of Financial Condition and
    Results of Operations


16ITEM 3.

Quantitative and
    Qualitative Disclosures About Market Risk


26ITEM 4.

Controls and
    Procedures


27PART II.
    OTHER INFORMATIONITEM 1.

Legal
    Proceedings


27ITEM 1A.

Risk
    Factors


27ITEM 2.

Purchases of Equity
    Securities by the Issuer and Affiliated Purchasers


27ITEM 4.

Submission of
    Matters to a Vote of Security Holders


28ITEM 6.

Exhibits


28SIGNATURE


29EXHIBIT
    INDEX


30Statement Re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a)Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a)Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)   1




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CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
  (a)
   achieve

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

 other similar
    expressions      (a)
    
    These risks and uncertainties, which are further explained in
    Item 1A. Risk Factors in our
    Form 10-K
    for the year ended December 31, 2006, include:  
    negative economic conditions could have a material adverse
    effect on our operating results and financial condition;
    a significant reduction in the supply of commodity raw materials
    could materially disrupt our business and rising and volatile
    costs for commodity raw materials and energy could have a
    material adverse effect on our profitability;
    significant changes in customer demand due to increased
    competition could have a material adverse effect on our
    operating results and financial condition.   2




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PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Operations(In thousands, except per share data)
    (Unaudited)
  Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Net sales

$
507,238


$
467,879


$
981,790


$
909,681Cost of sales


352,644



326,007



682,361



631,526Gross profit


154,594



141,872



299,429



278,155Selling, general and administrative


84,532



81,772



171,861



160,300Earnings from operations


70,062



60,100



127,568



117,855Income from unconsolidated
    companies


213



361



243



535Interest expense, net


(3,446
)


(3,708
)


(6,997
)


(7,175
)Other (expense) income, net


640



977



480



1,163Earnings before income taxes


67,469



57,730



121,294



112,378Income tax provision


20,916



16,742



37,601



32,590Net earnings

$
46,553


$
40,988


$
83,693


$
79,788Earnings per share:Basic

$
0.81


$
0.67


$
1.44


$
1.30Diluted

$
0.80


$
0.66


$
1.42


$
1.28Average shares outstanding:Basic


57,649



61,093



58,191



61,159Diluted


58,459



62,133



58,980



62,262    3




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##### Table of Contents



Thomas &
    Betts Corporation and SubsidiariesConsolidated Balance Sheets
    (In thousands)
    (Unaudited)
  June 30,


December 31,2007


2006ASSETSCurrent Assets:Cash and cash equivalents

$
338,152


$
370,968Marketable securities


239



371Receivables, net


261,946



204,270Inventories:Finished goods


101,151



107,786Work-in-process


30,958



27,408Raw materials


94,138



83,342Total inventories


226,247



218,536Deferred income taxes


54,100



60,611Prepaid expenses


12,271



13,614Total Current Assets


892,955



868,370Property, plant and equipment:Land


17,809



17,042Buildings


186,984



183,323Machinery and equipment


630,569



621,272Construction-in-progress


17,094



14,409Gross property, plant and equipment


852,456



836,046Less accumulated depreciation


(588,135
)


(568,846
)Net property, plant and equipment


264,321



267,200Goodwill


498,396



490,210Investments in unconsolidated
    companies


115,178



115,726Deferred income taxes


42,414



42,811Prepaid pension plan costs


6,997



6,590Other assets


40,697



39,316Total Assets

$
1,860,958


$
1,830,223LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term
    debt

$
115,537


$
719Accounts payable


163,081



144,844Accrued liabilities


106,545



96,611Income taxes payable


4,876



6,355Total Current Liabilities


390,039



248,529Long-Term Liabilities:Long-term debt


272,359



386,912Accrued pension plan liability


45,795



46,028Deferred income taxes


10,491



10,376Other long-term liabilities


64,243



70,019Contingencies (Note 10)Shareholders Equity:Common stock


5,747



5,924Additional paid-in capital


195,042



294,502Retained earnings


902,474



818,781Accumulated other comprehensive
    income


(25,232
)


(50,848
)Total Shareholders Equity


1,078,031



1,068,359Total Liabilities and
    Shareholders Equity

$
1,860,958


$
1,830,223    4




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
  Six Months EndedJune 30,2007


2006Cash Flows from Operating
    Activities:Net earnings

$
83,693


$
79,788Adjustments:Depreciation and amortization


25,116



24,074Deferred income taxes


13,235



10,008Share-based compensation expense


8,272



4,195Incremental tax benefits from
    share-based payments


(5,062
)


(8,705
)Changes in operating assets and
    liabilities, net:Receivables


(52,440
)


(54,324
)Inventories


(4,351
)


(26,813
)Accounts payable


15,047



5,209Accrued liabilities


8,588



(8,628
)Income taxes payable


(1,742
)


(6,364
)Other


434



10,851Net cash provided by (used in)
    operating activities


90,790



29,291Cash Flows from Investing
    Activities:Purchases of property, plant and
    equipment


(17,628
)


(22,326
)Proceeds from sale of property,
    plant and equipment


161



172Marketable securities acquired


(2
)


(121,664
)Proceeds from marketable securities


137



413,314Net cash provided by (used in)
    investing activities


(17,332
)


269,496Cash Flows from Financing
    Activities:Repurchase of common shares


(132,958
)


(166,554
)Stock options exercised


18,778



46,765Repayment of long-term debt and
    other borrowings


(197
)


(150,255
)Incremental tax benefits from
    share-based payments


5,062



8,705Net cash provided by (used in)
    financing activities


(109,315
)


(261,339
)Effect of exchange-rate changes on
    cash


3,041



1,248Net increase (decrease) in cash
    and cash equivalents


(32,816
)


38,696Cash and cash equivalents,
    beginning of period


370,968



216,742Cash and cash equivalents, end of
    period

$
338,152


$
255,438Cash payments for interest

$
13,760


$
18,797Cash payments for income taxes

$
26,678


$
26,413    5




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
 (Unaudited)
  1.
    Basis of
    Presentation    Form 10-K
    2.
    Basic and
    Diluted Earnings Per Share    Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In thousands, except per share
    data)Net earnings

$
46,553


$
40,988


$
83,693


$
79,788Basic shares:Average shares outstanding


57,649



61,093



58,191



61,159Basic earnings per share

$
0.81


$
0.67


$
1.44


$
1.30Diluted shares:Average shares outstanding


57,649



61,093



58,191



61,159Additional shares on the potential
    dilution from stock options and nonvested restricted stock


810



1,040



789



1,10358,459



62,133



58,980



62,262Diluted earnings per share

$
0.80


$
0.66


$
1.42


$
1.28    6




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
  3.
    Share-Based
    Payment Arrangements          4.
    Income
    Taxes       7




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
      5.
    Comprehensive
    Income    Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In thousands)Net income

$
46,553


$
40,988


$
83,693


$
79,788Foreign currency translation
    adjustments


20,936



11,272



23,583



12,726Unrealized gains (losses) on
    marketable securities, net of tax


(1
)


(3
)


(2
)


(7
)Amortization of unrecognized
    pension and other postretirement costs, net of tax


1,035







2,035



Comprehensive income

$
68,523


$
52,257


$
109,309


$
92,507   6.
    Derivative
    Instruments    Commodities
    Futures Contracts
   8




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
  Interest
    Rate Swap Agreements
    Forward
    Foreign Exchange Contracts
    7.
    Debt    June 30,


December 31,2007


2006(In thousands)Unsecured notes6.63% Notes due 2008

$
114,888


$
114,8216.39% Notes due 2009


149,913



149,8877.25% Notes due 2013


120,562



120,192Other, including capital leases


2,533



2,731Long-term debt (including current
    maturities)


387,896



387,631Less current portion


115,537



719Long-term debt

$
272,359


$
386,912        9




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
        8.
    Pension
    and Other Postretirement Benefits    Quarter EndedPension Benefits


Other Postretirement BenefitsJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(In thousands)Service cost

$
2,506


$
2,578


$
(2
)

$
43Interest cost


5,598



5,509



246



250Expected return on plan assets


(7,765
)


(7,360
)






Plan net loss (gain)


968



1,611



181



150Prior service cost (gain)


270



233



(56
)


(50
)Transition obligation (asset)


(4
)


(5
)


189



194Net periodic pension cost

$
1,573


$
2,566


$
558


$
587   10




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
  Six Months EndedPension Benefits


Other Postretirement BenefitsJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006(In thousands)Service cost

$
5,476


$
5,171


$
59


$
87Interest cost


10,914



10,741



490



500Expected return on plan assets


(14,839
)


(14,291
)






Plan net loss (gain)


2,085



3,105



281



300Prior service cost (gain)


529



471



(112
)


(100
)Transition obligation (asset)


(8
)


(13
)


383



388Net periodic pension cost

$
4,157


$
5,184


$
1,101


$
1,175     9.
    Segment
    Disclosures   11




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
    Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In thousands)Net SalesElectrical

$
418,033


$
383,273


$
807,199


$
741,122Steel Structures


57,082



51,457



110,112



104,185HVAC


32,123



33,149



64,479



64,374Total

$
507,238


$
467,879


$
981,790


$
909,681Segment EarningsElectrical

$
73,155


$
63,640


$
138,056


$
121,879Steel Structures


8,880



7,013



17,782



15,345HVAC


4,183



4,742



8,892



8,893Segment earnings


86,218



75,395



164,730



146,117Corporate expense


(15,943
)


(14,934
)


(36,919
)


(27,727
)Interest expense, net


(3,446
)


(3,708
)


(6,997
)


(7,175
)Other (expense) income, net


640



977



480



1,163Earnings before income taxes

$
67,469


$
57,730


$
121,294


$
112,378   10.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
     12




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
          Other
    Legal Matters
    Guarantee
    and Indemnification Arrangements
   13




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
        Quarter Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006(In thousands)Balance at beginning of period

$
1,341


$
1,578


$
1,737


$
1,478Liabilities accrued for warranties
    issued during the period


339



301



622



563Deductions for warranty claims
    paid during the period


(387
)


(236
)


(1,232
)


(540
)Changes in liability for
    pre-existing warranties during the period, including expirations


119



127



285



269Balance at end of period

$
1,412


$
1,770


$
1,412


$
1,770     11.
    Share
    Repurchase Plans     14




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Thomas &
    Betts Corporation and Subsidiaries
  Notes to
    Consolidated Financial Statements
    (Unaudited)  (Continued)
  12.
    Recently
    Issued Accounting Standards        13.
    Subsequent
    Events     15




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
  Introduction
    Critical
    Accounting Policies
  Form 10-K
  
    Revenue Recognition:  The Corporation
    recognizes revenue when products are shipped and the customer
    takes ownership and assumes risk of loss, collection of the
    relevant receivable is probable, persuasive evidence of an
    arrangement exists and the sales price is fixed or determinable.
    Sales discounts, quantity and price rebates, and allowances are
    estimated based on contractual commitments and experience and
    recorded in the period as a reduction of revenue in which the
    sale is recognized. Quantity rebates are in the form of volume
    incentive discount plans, which include specific sales volume
    targets or year-over-year sales volume growth targets for
    specific customers. Certain distributors can take advantage of
    price rebates by subsequently reselling the Corporations
    products into targeted construction projects or markets.
    Following a distributors sale of an eligible product, the
    distributor submits a claim for a price rebate. The Corporation
    provides additional allowances for bad debts when circumstances
    dictate. A number of distributors, primarily in the Electrical
    segment, have the right to return goods under certain
    circumstances and those returns, which are reasonably estimable,
    are accrued as a reduction of revenue at the time of shipment.
    Management analyzes historical returns and allowances, current
    economic trends and specific customer circumstances when
    evaluating the adequacy of accounts receivable related reserves
    and accruals.
    Inventory Valuation:  Inventories are stated at
    the lower of cost or market. Cost is determined using the
    first-in,
    first-out (FIFO) method. To ensure inventories are carried at
    the lower of cost or market, the Corporation periodically
    evaluates the carrying value of its inventories. The Corporation
    also periodically performs an evaluation of inventory for excess
    and obsolete items. Such evaluations are based on
    managements judgment and use of estimates. Such estimates
    incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.
    Goodwill and Other Intangible Assets:  We
    follow the provisions of SFAS No. 142, Goodwill
    and Other Intangible Assets. SFAS No. 142
    requires a transitional and annual test of goodwill and
    indefinite lived assets associated with reporting units for
    indications of impairment. With the assistance of a third party
    valuation firm, the Corporation performs its annual impairment
    assessment in the fourth quarter of each year, unless
    circumstances dictate more 16




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frequent assessments. Indications of impairment require
    significant judgment by management. Under the provisions of
    SFAS No. 142, each test of goodwill requires that we
    determine the fair value of each reporting unit, and compare the
    fair value to the reporting units carrying amount. To the
    extent a reporting units carrying amount exceeds its fair
    value, an indication exists that the reporting units
    goodwill may be impaired and the Corporation must perform a
    second more detailed impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of its recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.  
    Long-Lived Assets:  We follow the provisions of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, the
    Corporation evaluates assets at the lowest level of identifiable
    cash flows for associated product groups. The Corporation
    reviews long-lived assets to be
    held-and-used
    for impairment annually or whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. Indications of impairment require
    significant judgment by management. If the sum of the
    undiscounted expected future cash flows over the remaining
    useful life of the primary asset in the associated product
    groups is less than the carrying amount of the assets, the
    assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, we estimate fair values using the expected
    future cash flows discounted at a rate commensurate with the
    risks associated with the recovery of the assets. Assets to be
    disposed of are reported at the lower of carrying amount or fair
    value less costs to sell.
    Pension and Postretirement Benefit Plan Actuarial
    Assumptions:  We follow the provisions of
    SFAS No. 87, Employers Accounting for
    Pensions, SFAS No. 88, Employers
    Accounting for Settlements and Curtailments of Defined Benefit
    Pension Plans and for Termination Benefits,
    SFAS No. 106, Employers Accounting for
    Postretirement Benefits Other than Pensions,
    SFAS No. 132 (Revised), Employers
    Disclosures about Pensions and Other Postretirement
    Benefits and SFAS No. 158, Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans. For purposes of calculating pension and
    postretirement medical benefit obligations and related costs,
    the Corporation uses certain actuarial assumptions. Two critical
    assumptions, the discount rate and the expected return on plan
    assets, are important elements of expense
    and/or
    liability measurement. We evaluate these assumptions annually.
    Other assumptions include employee demographic factors
    (retirement patterns, mortality and turnover), rate of
    compensation increase and the healthcare cost trend rate. See
    additional information contained in Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Qualified Pension Plans in our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.
    Income Taxes:  We use the asset and liability
    method of accounting for income taxes. This method recognizes
    the expected future tax consequences of temporary differences
    between book and tax bases of assets and liabilities and
    provides a valuation allowance based on a more-likely-than-not
    criteria. The Corporation has valuation allowances for deferred
    tax assets primarily associated with foreign net operating loss
    carryforwards and foreign income tax credit carryforwards.
    Realization of the deferred tax assets is dependent upon the
    Corporations ability to generate sufficient future taxable
    income. Management believes that it is 17




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more-likely-than-not that future taxable income, based on
    enacted tax law in effect as of June 30, 2007, will be
    sufficient to realize the recorded deferred tax assets net of
    existing valuation allowances.  
    Environmental Costs:  Environmental
    expenditures that relate to current operations are expensed or
    capitalized, as appropriate. Remediation costs that relate to an
    existing condition caused by past operations are accrued when it
    is probable that those costs will be incurred and can be
    reasonably estimated based on evaluations of current available
    facts related to each site. The operation of manufacturing
    plants involves a high level of susceptibility in these areas,
    and there is no assurance that we will not incur material
    environmental or occupational health and safety liabilities in
    the future. Moreover, expectations of remediation expenses could
    be affected by, and potentially significant expenditures could
    be required to comply with, environmental regulations and health
    and safety laws that may be adopted or imposed in the future.
    Future remediation technology advances could adversely impact
    expectations of remediation expenses.  2007
    Outlook
      
    continued solid demand in most of our key markets;
    a less significant impact of commodity-related price increases
    on year-over-year sales growth in the second half;
    continued strength in foreign currencies versus the U.S. dollar;
    Steel Structures segment sales of approximately $55 million
    per quarter;
    Corporate expense of approximately $14 million per quarter
    for the balance of the year;
    a 31% effective income tax rate; and,
    approximately 58 million fully diluted average shares
    outstanding for each of the remaining quarters this year.    $15-$20 million
   18




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Summary
    of Consolidated Results
  Quarter Ended June 30,2007


2006% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
507,238



100.0


$
467,879



100.0Cost of sales


352,644



69.5



326,007



69.7Gross profit


154,594



30.5



141,872



30.3Selling, general and administrative


84,532



16.7



81,772



17.5Earnings from operations


70,062



13.8



60,100



12.8Income from unconsolidated
    companies


213



0.1



361



0.1Interest expense, net


(3,446
)


(0.7
)


(3,708
)


(0.8
)Other (expense) income, net


640



0.1



977



0.2Earnings before income taxes


67,469



13.3



57,730



12.3Income tax provision


20,916



4.1



16,742



3.5Net earnings

$
46,553



9.2


$
40,988



8.8Earnings per share:Basic

$
0.81






$
0.67Diluted

$
0.80






$
0.66   Six Months Ended June 30,2007


2006% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
981,790



100.0


$
909,681



100.0Cost of sales


682,361



69.5



631,526



69.4Gross profit


299,429



30.5



278,155



30.6Selling, general and administrative


171,861



17.5



160,300



17.6Earnings from operations


127,568



13.0



117,855



13.0Income from unconsolidated
    companies


243







535



0.1Interest expense, net


(6,997
)


(0.7
)


(7,175
)


(0.8
)Other (expense) income, net


480



0.1



1,163



0.1Earnings before income taxes


121,294



12.4



112,378



12.4Income tax provision


37,601



3.9



32,590



3.6Net earnings

$
83,693



8.5


$
79,788



8.8Earnings per share:Basic

$
1.44






$
1.30Diluted

$
1.42






$
1.28  19




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##### Table of Contents



2007
    Compared with 2006
  Overview
        Net
    Sales and Gross Profit
      Expenses
    Interest
    Expense, Net
   20




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##### Table of Contents



Income
    Taxes
    Net
    Earnings
   21




---



##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
418,033



82.4


$
383,273



81.9


$
807,199



82.2


$
741,122



81.5Steel Structures


57,082



11.3



51,457



11.0



110,112



11.2



104,185



11.4HVAC


32,123



6.3



33,149



7.1



64,479



6.6



64,374



7.1$
507,238



100.0


$
467,879



100.0


$
981,790



100.0


$
909,681



100.0   Segment
    Earnings
  Quarter Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
73,155



17.5


$
63,640



16.6


$
138,056



17.1


$
121,879



16.4Steel Structures


8,880



15.6



7,013



13.6



17,782



16.1



15,345



14.7HVAC


4,183



13.0



4,742



14.3



8,892



13.8



8,893



13.8Segment earnings


86,218



17.0



75,395



16.1



164,730



16.8



146,117



16.1Corporate expense


(15,943
)






(14,934
)






(36,919
)






(27,727
)Interest expense, net


(3,446
)






(3,708
)






(6,997
)






(7,175
)Other (expense) income, net


640







977







480







1,163Earnings before income taxes

$
67,469






$
57,730






$
121,294






$
112,378       Electrical
    Segment
     22




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##### Table of Contents



Other
    Segments
      Subsequent
    Events
      Liquidity
    and Capital Resources
   23




---



##### Table of Contents



Six Months EndedJune 30,2007


2006(In thousands)Net cash provided by (used in)
    operating activities

$
90,790


$
29,291Net cash provided by (used in)
    investing activities


(17,332
)


269,496Net cash provided by (used in)
    financing activities


(109,315
)


(261,339
)Effect of exchange-rate changes on
    cash


3,041



1,248Net increase (decrease) in cash
    and cash equivalents

$
(32,816
)

$
38,696   Operating
    Activities
    Investing
    Activities
    Financing
    Activities
    $300 million
    Credit Facility
    Consolidated Interest Coverage Ratio.
 24




---



##### Table of Contents



Leverage Ratio.
    Other
    Credit Facilities
      Compliance
    and Availability
      Credit
    Ratings
    Debt
    Securities
    Issue Date

Amount


Interest Rate


Interest Payable


Maturity DateMay 1998

$
115 million



6.63
%


May 1 and November 1



May 2008February 1999

$
150 million



6.39
%


March 1 and September 1



February 2009May 2003

$
125 million



7.25
%


June 1 and December 1



June 2013    25




---



##### Table of Contents



Other
            Off-Balance
    Sheet Arrangements
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
 26




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K,
  Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers     27




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
  MaximumTotal Number


Numberof Common


of CommonShares


SharesTotal


Average


Purchased


that MayNumber of


Price Paid


as Part of


Yet BeCommon


per


Publicly


PurchasedShares


Common


Announced


UnderPeriod

Purchased


Share


Plans


the PlansJuly 2006 PlanMay 15, 2007 to May 31,
    2007


500,000


$
56.26



500,000



Total for the quarter ended
    June 30, 2007


500,000


$
56.26



500,000



March 2007 PlanMay 31, 2007


700


$
57.89



700



2,999,300June 7, 2007 to June 8,
    2007


200,000


$
56.12



200,000



2,799,300Total for the quarter ended
    June 30, 2007


200,700


$
56.13



200,700



2,799,300   Item 4.
    Submission
    of Matters to a Vote of Security Holders    1.

Nominees for Director

For


WithheldErnest H. Drew


53,053,040



765,248Jeananne K. Hauswald


53,111,537



706,751Dean Jernigan


53,301,003



517,285Ronald B. Kalich, Sr.


53,300,427



517,861Kenneth R. Masterson


53,108,428



709,860Dominic J. Pileggi


53,043,917



774,371Jean-Paul Richard


53,101,947



716,341Kevin L. Roberg


53,284,049



534,239David D. Stevens


52,205,236



1,613,052William H. Waltrip


53,098,222



720,066   2.

For the proposal to ratify the
    appointment of KPMG LLP as the independent registered public
    accounting firm, received:For


52,810,382Against


912,558Abstentions


95,348Broker non-votes


0   Item 6.
    Exhibits   28




---



##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
   By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
   29




---



##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit10
.1

Approval of Incentive Payments
    (Incorporated by reference to Item 1.01 of the Current
    Report on
    Form 8-K
    dated February 6, 2007).10
.2

Purchase and Sale Agreement dated
    as of July 25, 2007, between the Corporation as Purchaser
    and Joslyn Holding Company, Danaher UK Industries Limited, and
    Joslyn Canada as Sellers (Incorporated by reference to
    Item 2.01 of the Current Report on Form 8-K dated
    July 25, 2007).12


Statement re Computation of Ratio
    of Earnings to Fixed Charges31
.1

Certification of Principal
    Executive Officer Under Securities Exchange Act
    Rules 13a-14(a)
    or 15d-14(a)31
.2

Certification of Principal
    Financial Officer Under Securities Exchange Act
    Rules 13a-14(a)
    or 15d-14(a)32
.1

Certification of Principal
    Executive Officer Pursuant to
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. § 1350 and not filed as part of
    the Report or as a separate disclosure document.32
.2

Certification of Principal
    Financial Officer Pursuant to
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. § 1350 and not filed as part of
    the Report or as a separate disclosure document.    
    
    Management contract or compensatory plan or arrangement. 30